


Enemies with Benefits

by CrustyMerryBicycle



Category: Spider-Man: Into the Spider-Verse (2018)
Genre: Bondage, Deepthroating, F/F, LGBTQ Female Character, Lesbian Character, Lesbian Sex, Light BDSM, Rough Sex, Sex
Language: English
Status: Completed
Published: 2019-04-28
Updated: 2019-04-28
Packaged: 2020-02-08 14:09:43
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 1
Words: 3,641
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/18624835
Author URL: https://archiveofourown.org/users/CrustyMerryBicycle/pseuds/CrustyMerryBicycle
Summary: May and Olivia run into each other at several singles' events and end up enjoying each other's company? Will some moral complications keep them apart, or will they get to explore those wildly different moral standings in some new, exciting ways?





	Enemies with Benefits

**Author's Note:**

> Yeah, they fuc

Just a little harmless fun

~May gasped for breath~

Something to do in their free time

~The tentacle clenched tighter, blocking her airways almost entirely~

Afterall, a lady gets lonely, and some needs are just never self-satisfying

~Her fist clenches and unclenches, trying to grab something - anything! - to hang onto as everything comes to an end before she even knows what to do~

But that’s the end. It seems like most stories should start at the beginning. And while their story may have started years ago, when Peter’s identity was first revealed to his Aunt May, this story starts at a singles’ wine tasting at a vineyard just a ways outside of New York.

May was the first to notice the other, but wasn’t sure her assumption was right from the get-go. Though she’d so far only seen her nephew’s nemesis in full-on battle armor, the unmistakable slender face and crazy hair were highly unlikely on another local. And May practically scoffed at the octagonal glasses. If this wasn’t the infamous Doc Ock infiltrating her supposed-to-be relaxing event she’d eat her hat. She just wanted to get out, meet some people! Do some cool things, maybe get into a new relationship…It wasn’t like she wasn’t still hurting over her late husband, but she knew it wouldn’t do her any good to stay in mourning forever. And a woman had needs, after all. But of course there would always be some super-nonsense resonating wherever she found herself.

She kept her distance for most of the tour with a close eye on the enemy, but the villain never seemed to turn around or showed no signs of realizing a familiar face was there, which gave May the first hint that maybe she wasn’t the center of this woman’s adventure, perhaps. Maybe she, too, was just trying to enjoy a singles’ event and meet some new folks.

That assumption couldn’t have been more right, actually, which May finally resigned to believing after tailing her for awhile and then hearing her chatting with a couple of other event attendees about how hard it was to find a decent partner when you’re cooped up at work all day and keeping up with ‘the job that doesn’t pay’ as well, as she had called it. Near the end, Dr. Octavius did catch sight of Mrs. Parker and tried to give a friendly wave, but when May turned away nervously to disguise the fact she’d been tailing her subtly the entire time, Olivia was thrown off her game and tripped over a stilt for the grape vines, face-planting into some mud and grapes that added a nice new color splash to her hand tie-died shirt.

Just over a week later, they both found themselves at another overlapping event: Sunday Jazz Brunch and Speed Dating. May had been both dreading and looking forward to this event in particular, since this would be the one to force her out of her comfort zone and talk to people with potential for dating, specifically ABOUT dating. Olivia, on the other hand, was scared shitless but forced herself to go for the sake of her niece who’d been pressuring her to get a date for the full three weeks they’d been in touch again now that she was starting a life in the city with no other family nearby to hang out with on occasion.

Without even thinking about it, May filled out her info card with some maybe not-so-subtle bullet points targeted at a certain someone. Liv, on the other hand, wrote in no more than the basic information it required and just drew a little doodle of a cat holding a dead mouse in its mouth on the additional information portion of the info sheet.

May sat through partner after partner, a mixture of men and women somewhere within the same decade age range as her since she’d checked the “any” gender box and wasn’t surprised to glance over and find Olivia talking exclusively to women. Of course she was a lesbian; that had been obvious from first glance! The rugged look and domineering personality coupled with her granola girl geeky nature…that had barely even been a question!

May tried to focus on her dates and even exchanged phone numbers with a few! “Don’t call me, just text and I’ll be more likely to respond,” she’d say, and sometimes get a confused look from the folks still refusing to catch up with the technological uprising. But when you’ve got only five minutes a pop, any distraction can be detrimental. And that crazy mane and goofy, nervous grin of a known mad scientist made for quite the distraction indeed.

It was about forty minutes in and May had been on eight different, albeit speedy, dates before her next seat number matched up with the villain in question. She and Olivia exchanged cards and May studied the general information carefully, just like she would anyone else, and tried to not wonder about the meaning behind that cat picture?

“So engineering, huh?” Olivia asked to begin after skimming May’s bio, “that’s pretty impressive!”

“Thanks,” May said dryly. Was she going to say anything about their history by relation? “And you’ve got a PHD in physics and mechanics, huh?”

“And a couple of others, but those are my passion, and the only degrees I really use to be honest. My main interests and work revolves around building things to get results, studying the results, and then re-building and manipulating to achieve different results.” 

“That’s a lengthy way to say ‘scientist’.”

“Oh, but that just sounds so intimidating to some people! When I start that way I always have to backtrack or re-do something.”

“Ah, so you’ve rebuilt that description to manipulate your results,” May observed and Olivia’s eyes widened. What was that, shock? Horror? Awe? May decided it was awe when Olivia grinned ear to ear and nodded vigorously.

“Yes, exactly! I’m glad you understand!” May couldn’t help but smile a little herself, probably just from pride, she thought. Not anything more or personal. “So, you’re retired, then, yeah?”

May shrugged and shifted her eyes around a little. “I still teach mechanical engineering part-time at the college, but I try not to let my nephew find out. He’s so protective, but, you probably know that.”

“I can see that; some things are just too ingrained in a person to keep at work. But back to you: do you like teaching?”

“Oh absolutely! Back when I was in school, I hated all of the monotone, read straight from the book professors who made something I found so interesting sound boring to everyone else! I love being a game changer for some students and really being able to show them how passionate a person can be about something they might otherwise think was boring!”

“I couldn’t agree more! I haven’t taught in a classroom setting in awhile now, but I partner with several scholarly programs and help make educational videos, slideshows, or textbook contribution. I love feeling like you can actually pull a kid back into seeing what an interesting topic quantum theory or physics or something is!”

“It’s very fulfilling,” May nodded and Olivia mimicked the motion vigorously.

“It really is! Oh, our five minutes is almost up…can I give you my phone number and we can continue some conversing after today?”

“Um, sure, just…”

“What’s the matter?”

“I don’t know. I guess I never really expected much to come of this events, so…something coming of it made me realize my dating life is very dusty, so...”

“Do you think you’re going to chicken out if you have the chance to overthink it?” Olivia smirked knowingly, and May nodded with an embarrassed smile. “That’s okay! How about this, then: we can do something right at the end of this event-” she was interrupted by the buzzer ringing to switch date partners “-and we’ll see where to go from there. I can meet up with you by the door if you like and we’ll decide a little clearer then.”

Olivia filled in the basics as fast as she could as they were both ushered out of their seats. May gave a smile and nod, “I’d really like that, Olivia,” she called and Olivia beamed proudly. Her heart did a little extra thumping and she tried to quiet it very quickly lest Olivia notice the change of expression and her doctor insist on another EKG. She wasn’t sure if it was the excitement of being with a person, being with a woman, being with an evil genius, or a combination of the three that exhilarated her most.

Most of the other dates went by inconsequentially for the both of them and they followed the promise of meeting up by the doors and exchanged a quick and a little more awkward greeting.

“So did you actually eat the brunch or listen to the jazz?” May asked and Olivia chuckled.

“I do actually enjoy a good swing, but none of that music hit the right chord for me. Do you want to grab a smoothie or something?”

“I figured you were the juicing type,” May nodded knowingly, “but fine by me.” She wondered if she should be nervous for reasons other than being on a…date? This was her nephew’s emesis and they both had to be aware of that, but neither was really mentioning that and May was nervous to be the first to. Olivia had never been a good actress, and it was clear from day one that May hadn’t been her incentive to come out for singles’ events on her days off.

Smoothies turned into a walk through the city, which turned into window shopping and chatting and eventually the sun was setting and, oh, was it really getting that late? Perhaps they should wrap up their outing, but it had been awhile since either of them had spent such a long while having such pleasant conversation and actually finding a lot in common with another person! And besides that, both of their fingertips still tingled from the times when May instinctively took her companion’s hand when crossing the street or hearts still raced just whenever either fell over the thought again that they were both here because they were lonely and how exciting was it to be with an interested and interesting similarly lonely person with the similarly unsatisfied cravings for intimacy? 

“Do you like Mediterranean food?” May asked when she caught Olivia’s dismayed expression when she noticed the time.

“Love it!”

“There’s a pretty laid back place near here if you’d like to grab some dinner.”

So they made it from jazz brunch to falafels and gyros and when Olivia had a stroke of bravery at the end of dinner and came so close to kissing May right outside the restaurant, May found herself peaking in excitement for the first time in years! But gasped and backed up a little just before they made contact, quickly taking both of Olivia’s hands to soften the blow of her retreat.

“Not here,” May said and led her around the corner to a secluded alley out of the public view, where she needily wrapped her arms around Olivia’s waist and the two both felt sparks as the moment played out. 

Olivia moved to pin May against a brick wall and May subtly moaned, relishing in how quickly Olivia had taken the lead. She was afraid to wrap her fingers in that wild mane, lest they get lost in there, so there was really no logical place for her hands to go other that the tiny bit of exposed skin on the small of Liv’s back, and it would be so strange to just linger there too long, so she had to trace her fingers up just a little, making Olivia shiver in certain places. Her own hands planted themselves firmly on the wall on either side of May’s head, fingers tensing without anything to cling to and eventually having no choice but to wrap in May’s silvery hair and pull her closer by the back of her neck.

“Do you want more?” Olivia whispered against May’s lips, already aching for the chance to show just how much she had to offer.

“Not here,” May sighed back with an air of desperation.

“My place is five minutes if we take the subway.”

“Lead the way.”

The subway ride was agonizing. The lines weren’t too bad, and there was enough room that they found two seats together, but their hands itched to rest on one another’s thigh or begin exploring the other before they even got indoors. If they thought the needy aching of their lips was bad, they could’ve been knocked out by the lust between their legs.

May was curious to see Olivia’s apartment, but by the time the door was unlocked her companion was practically yanking her in to lock the door shut and throwing her right back against a wall. “Stop me or slow me down if you need to,” Olivia clarified, “but I want you so much, May.”

“You can have me,” May gasped when Olivia pulled her right back away to the wall and led her to the bedroom, where their makeout from before continued in a horizontal position.

Now in the bedroom, Olivia didn’t hesitate to pry May’s shirt off and explore her bare body with fingers and mouth alike. May writhed happily on the bed and tried Olivia’s top off as well, eager to return the favors she was getting and enjoy more of them at the same time. Olivia paused for a second to stop May’s advances, however, and sat up with a serious expression.

“I, uh…I should warn you…my back is not…normal.”

“I figured it wasn’t,” May said, which she had, just didn’t think about it until now. “You haven’t talked about any Doc Ock stuff or mentioned being my nephew’s enemy all day. Should that worry me? Or is that a good sign…of some sort?”

Olivia smirked. “Your profile this morning; it said you wanted a work/life balance, where certain things stay on the job and don’t interfere with personal endeavors. I figured the whole good and evil dichotomy might make this too hard, so I was just going to keep that separate from you.”

May smiled slyly, “I was hoping you’d catch that,” she winked and followed through with pulling Olivia’s shirt off and sitting up enough to begin sucking and nipping at her chest.

The touching and sucking continued at full speed until May was involuntarily bucking her hips from beneath Olivia, begging wordlessly for more. “Is this a first date, or an only date?” Olivia asked, “because I don’t want to give it all away on the first date, but I don’t want you to miss out on anything if we don’t plan on hooking up again. I don’t know how dirty you like things, but I can make it pretty great if you’ll let me-”

“Stop talking,” May commanded and put a finger over her lips, “I want it all, whether or not we do this again. Whatever you’ve got, I want to take it. Safe word is ‘enough’, but unless I say that, just keep going.”

Olivia wore her biggest grin of the evening and didn’t hesitate to let loose the four tentacles that had been laying dormant in her back, waiting to see if they could help out tonight. One tentacle wrapped around and around May’s arms, tying them together from elbows up to wrists above her head on the bed. Another tentacle wrapped around her neck and used a soft claw to hold her chin at the right angle to let Olivia see the shocked and excited look in her eyes. The other two smoothly lifted Olivia off the bed and onto her feet on the floor, then went back to tie themselves around May and hold her in midair right in front of her master. One stayed in that area and wrapped several times around her torso and chest while the other migrated down to weave between her legs, coming to a stop when one of the claws could reach her hip, where it grabbed and tormented her for Olivia’s entertainment.

May’s gasps and squeals were a little concerning at first, but when the safe word never came, Olivia knew that was just about the reaction to be expected. The pulsing of air moving through her tentacles sent shivering sensations around May’s throat and where her body was tightly contained, making her moan a little at first, but then with more and more intense pleasure as she found the rhythm, almost like a breath or a pulse, that squeezed her tighter each time.

“I need more,” May begged and Olivia smirked wider. 

The tentacle holding her hands together wound down and brought her arms back to be held behind her, making May wince and moan at the same time. The claw playing at her hips began a slow migration to stroke her through her pants, making her plead even more desperately. Olivia took care of her pleading with the claw that had been holding her by the chin, moving up slightly and pulling her lips apart. May’s shocked expression sent tingles through Olivia, who slowly moved the claw deeper and deeper into May’s mouth.

“Can’t talk with your mouth full, can you? Blink twice slowly if you don’t like it, but I do hope you’ll take it for me,” Olivia winked and May nodded desperately. 

The claw explored the edges of May’s mouth at first, then moved further and further in. Olivia looked like she was on edge herself as May deep-throated her tentacular attachment while being bound and violated and choked by its counterparts. May gagged and Olivia retracted a little with a long moan, leaving her obedient companion enough room to choke some air back into her lungs before slowly pulling the claw out of her mouth completely.

 

“I’ll do anything~!” May offered breathlessly, “whatever you want me to!”

Everything shifted at once, much smoother and quicker than May could have even imagined. The tentacle controlling her arms let go of the right arm, which was taken over by the one around her neck. The one around her thighs melted away and lifted Olivia off her feet so the she hovered over May, who was thrust onto the bed by the one wrapped around her torso. That one fell away as soon as May hit the sheets and joined the other holding Olivia up to steady her ascent so she could hover right over her victim without wavering. May nodded vigorously and squeaked out some pleading words just in time for Olivia to take the final blow.

One of the tentacles holding the doctor up tightened to support her full weight so the other was free to pull May’s pants and panties off in one motion and creep right up into her without any further hesitation. May gasped loudly and fumbled to catch her breath, but found the strength to quickly as her partner was already going to work inside of her. May’s groans and gasps served as the motivation Olivia needed to keep pace and move in a thrusting sort of motion in an out of the woman.

“O-Olivia~!”

“Please, dear, call me Liv.”

“Liv,” May tried the nickname out in her mouth with a ragged tone, then turned breathy and as sultry as she could in such a dominated state. “Liv, please~! Finish m-me off-f-f-f~!”

“Eager, aren’t we now?” Liv smiled, but obliged with a quickened pace, deeper thrusts, and a little more attention where she knew May would need it most. Her technique worked wonders and May found herself gasping and practically screaming, back arching despite the tentacle restraints on her shoulders as she hit her climax and released all of her pent-up needs shamelessly on Olivia’s sheets, oozing off the tentacle the slid out of her soon after.

May’s breath was ragged and desperate as Olivia lowered herself to the ground and rounded up all four tentacles so she could lay on her side beside her partner, who was still coming down from that high. She planted a little kiss on May’s temple, who giggled in an almost painful-sounding way, but laid her head up against Liv’s chest nonetheless.

“You took a lot of me,” Olivia congratulated while stroking May’s hair a little.

“C-can I…return the favor?” May offered, finally getting control of her breath even if her heart was still pounding.

“Maybe after dinner, next Wednesday? Honestly I just want to do this again, whether or not you try to take the lead. But I should warn you, I’m a natural alpha.”

“You had the upper hand this time,” May acknowledged, “but that doesn’t mean I’ll have any problems or hesitations to get you begging next time.”

Liv grinned and couldn’t help but squeal a little in delight, giving May an excited squeeze that seemed very silly, but also quite adorable? “I’m just glad we get to do this again! I was afraid I went too far, or that you might have some other hesitations, but-”

“My nephew has never been clued in on my sex life before, nor will he be now. I’m actually kind of surprised you can deliver some of the more extreme fantasies I’ve had, so I’m not gonna dodge that opportunity right out of the gate. A lady gets lonely too, you know, and even partial retirement is such a drag,” May shrugged it all off and rested into Olivia’s snuggles. She kept catching the other woman off guard, and that surprise was intriguing enough to make Liv want to pursue as many flings like this as she could.

**Author's Note:**

> Hope y'all enjoyed! Catch me horny on main for these two 24/7/365, OOF! Hopefully I can crank some more smut out for the great of gay-kind soon, but leave a comment or kudos if you enjoyed it and your validation will fuel that sort of smut I have all the thoughts but none of the motivation to crank out!


End file.
